The board resolution that begins a conversion to a public company. It convenes the general meeting where the decision is actually taken, because the board cannot make this change on its own.
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It approves the conversion in principle and calls the general meeting where the members decide it.
Where a private limited company is to be converted into a public limited company, a resolution is passed at a board meeting. It is drafted on the company letterhead, recorded in the minutes and signed by the authorised director.
The board resolution approves the proposal, approves the alterations to be made to the memorandum and articles, and convenes the general meeting at which the members will vote. The conversion is decided by a special resolution of the members, not by the board.
What follows is the substance of it: the three restrictions that make a company private come out of the articles, Form MGT-14 is filed within thirty days of the special resolution and Form INC-27 for the conversion, and the company has to satisfy the public company minimums of at least seven members and three directors. The company becomes public when the Registrar approves the conversion, not when the resolution is signed.
This is the drafting. The full conversion, the filings, the altered constitution and the post-conversion compliance, is our conversion service, linked below.
The members decide, in general meeting, by a special resolution. The board resolution exists to call that meeting and to put the alterations before it.
The restrictions that define a private company, on transferring shares, on the number of members and on inviting the public to subscribe, come out.
The public company minimums. A company with two shareholders has to bring in more before it can convert, and that is usually the slow part.
A public company files more, holds more meetings and discloses more. It is worth being sure the conversion is needed before starting it.
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No. The decision belongs to the members and is taken by special resolution in general meeting. The board resolution approves the proposal and convenes that meeting.
When the Registrar approves the conversion and issues the fresh certificate of incorporation. Not on the date of the board resolution, and not on the date of the special resolution either.
Two forms, and the first has a hard deadline:
A public company needs at least seven members and three directors, so the company has to reach those numbers as part of the conversion.
Bringing in the additional members is usually what sets the timetable, rather than the filings.
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The board resolution, the notice and the special resolution, as one set.
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